Partnership Matters. The OP Units, when issued and delivered in accordance with the terms of this Agreement for the consideration described herein, will be duly and validly issued, and free of any Liens other than any Liens arising through one or more of the Contributors. Upon such issuance, each Contributor will be admitted as a limited partner of the Operating Partnership. At all times prior to the execution of this Agreement, the Operating Partnership had no material assets, debts or liabilities of any kind.
Partnership Matters. The Series T Limited Units which will be part of the Total Consideration, when issued and delivered in accordance with the terms of this Agreement for the consideration described herein, will be duly and validly issued, and free of any Liens other than any Liens arising through the Contributor. 4.1.5
Partnership Matters. In the case of each Purchaser which is a partnership:
(i) The investment contemplated hereby is an authorized investment under such Purchaser's partnership agreement.
(ii) The individual executing this agreement on behalf of such Purchaser is a general partner therein, authorized to bind the partnership by his signature hereto.
Partnership Matters. Borrower shall not, without the prior written consent of Administrative Agent, consent to or permit General Partner to consent to any amendment, supplement, or other modification of the Third Amended and Restated Agreement of Limited Partnership of Camden L.P. dated as of April 15, 1997, as amended, supplemented, restated or replaced from time to time, that would (i) replace General Partner as the general partner of Camden L.P. (other than with an Affiliate of Borrower), (ii) impair General Partner's ability to fully manage and control the day-to-day operations of Camden L.P., or (iii) detrimentally or otherwise materially alter General Partner's rights or benefits under such partnership agreement.
Partnership Matters. The Surviving Company shall be the general partner of the Surviving Partnership following the Partnership Merger Effective Time.
Partnership Matters. Agent (i) has been duly organized and is validly existing as a limited partnership in good standing under the laws of the State of Delaware, (ii) has full power, authority and legal right to own and operate its properties and to conduct its business as presently conducted and to execute, deliver and perform its obligations under this Agreement and any other Operative Document to which it is or is to be a party and to consummate the transactions contemplated hereby and by the other Operative Documents and (iii) to the best of its knowledge after due inquiry, is duly qualified to do business as a foreign limited partnership in good standing in each jurisdiction in which its ownership or leasing of properties or the conduct of its business or the consummation of the transactions contemplated hereby and by the other Operative Documents requires such qualification, except where the failure to so qualify would not materially impair the ability of Agent to perform its obligations hereunder or under the other Operative Documents. The sole general partner of Agent on the date hereof is PCS Nitrogen Fertilizer Operations, Inc.
Partnership Matters. (a) The parties acknowledge that for U.S. Federal income tax purposes, the Partnerships will terminate and the taxable year of the Partnerships will end on the Closing Date. Seller shall cause to be filed all applicable income Tax Returns for the period ending on the Closing Date (and Buyer agrees to cooperate with General Partner to the extent necessary), and Sellers shall be responsible for all income taxes for that period, and shall indemnify, defend, and save and keep Buyer harmless therefrom. Buyer shall file all Partnership Tax Returns and pay all taxes due for the period commencing with the Closing Date, and indemnify, defend, and save and keep Sellers harmless therefrom. These indemnities shall expressly survive the Closing without limitation.
(b) As used in this SECTION 6.5, the term TAX or TAXES includes all taxes, however denominated, imposed on the Partnerships by any federal, state, local, or foreign government or any agency or political subdivision of any such government, which taxes include, without limiting the generality of the foregoing, all income or profits taxes (including any interest, penalties or additions attributable to or imposed on or with respect to any such taxes), payroll and employee withholding taxes, unemployment insurance taxes, social security taxes, sales and use taxes, excise taxes, franchise taxes, gross receipts taxes, business license taxes, occupation taxes, stamp taxes, environmental taxes, transfer taxes, workers' compensation, Pension Benefit Guaranty Corporation premiums, and other governmental charges, and other obligations of the same or of a similar nature to any of the foregoing, which the Partnerships are required to pay, withhold, or collect, imposed with respect to the assets or operations of the Partnerships. Taxes do not include any valorem tax or assessment described in SECTION 6.3(a). As used in this SECTION 6.5, TAX RETURN is defined as any return, report, information, return schedule, or other document (including, without limitation, any related or supporting information or schedule, such as self-employment schedules and returns, Page 41 federal tax Form 1099s, sales and use tax returns, federal and state payroll reports, and federal tax Form 5500s) filed or required to be filed with any federal, state, local, or foreign governmental entity or other authority in connection with the determination, assessment or collection of any Tax or the administration of any laws, regulations, or administrative r...
Partnership Matters. The general partner of the Surviving Partnership immediately after the Partnership Merger Effective Time shall be CNL General Partner.
Partnership Matters. Borrower shall not, without the prior written consent of Administrative Agent, consent to or permit General Partner to consent to any amendment, supplement, or other modification of the Third Amended and Restated Agreement of Limited Partnership of Camden L.P. dated as of April 15, 1997, as amended, supplemented, restated or replaced from time to time, that would (i) replace General Partner as the general partner of Camden L.P. (other than with an Affiliate of Borrower), (ii) impair General Partner’s ability to fully manage and control the day-to-day operations of Camden L.P., or (iii) detrimentally or otherwise materially alter General Partner’s rights or benefits under such partnership agreement. Borrower shall not, without the prior written consent of Administrative Agent, consent to or permit Camden Summit General Partner to consent to any amendment, supplement, or other modification of the Second Amended and Restated Agreement of Limited Partnership of Camden Summit dated as of February 28, 2005, as amended, supplemented, restated or replaced from time to time, that would (i) replace Camden Summit General Partner as the general partner of Camden Summit (other than with an Affiliate of Borrower), (ii) impair Camden Summit General Partner’s ability to fully manage and control the day-to-day operation of Camden Summit, or (iii) detrimentally or otherwise materially alter Camden Summit General Partner’s rights or benefits under such partnership agreement.
Partnership Matters. The Partnership Units which will be part of the Total Consideration, when issued and delivered in accordance with the terms of this Agreement for the consideration described herein, will be duly and validly issued, and free of any Liens other than any Liens arising through the Contributor. Upon such issuance, the Contributor will be admitted as a limited partner of the Operating Partnership. At all times prior to the execution of this Agreement, the Operating Partnership has no material assets, debts or liabilities of any kind.
